Technology Transfer (Technology Secret) Agreement
Exhibit
10.8
(English
Translation)
Contract
Index:
Technology
Transfer (Technology Secret) Agreement
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Name
:
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A Type of Lead-free Soft Solder Mixed with Rare
Earth and its Preparation Method
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Transferee
(Party A)
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Liaoning Creative Bellows Co.,
Ltd.
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Transferor
(Party B)
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Shenyang Industry University Xingke Middle and
Small Business Service Center
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Date
of Signature
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August 15, 2008.
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Place
of Signature
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Shenyang.
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Valid
Period
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Till December 31, 2013.
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Printed
by the Science and Technology Department of P.R.China
Filling
Instruction
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One
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This
is a model agreement printed by the Science and Technology Department of
the P.R.China for technology (technology secret) transfer. Any technology
agreement registry can recommend the party to a technology agreement to
use it as a reference.
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Two
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This
model agreement can be used to create an agreement for licensor to
transfer his technology secret to a licensee, define each party’s right to
use and transfer, as well as the payment for royalty.
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Three
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If
multiple parties exist on either side, they shall be listed under the
respective subject “transferor,” “transferee” (additional page) as a joint
licensor or licensee in accordance with their role in the
contract.
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Four
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Any
item that is not exhausted by this model contract shall be agreed upon
between parties on additional page and consisting part of this
contract.
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Five
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Any
unfilled clause as agreed by parties when using this model contract shall
be indicated as “None”.
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Technology
Transfer (Technology Secret) Agreement
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Transferee
(Party A)
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Liaoning Creative Bellows Co.,
Ltd.
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||
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Place
of Business
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Maoshan Industrial Garden C Qu, Tieling City
Economy Developing Zone, Liaoning
Province
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Representative
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Lu, Bei
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Contact
Person:
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Lu, Dianfu
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Tel:
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13804906792
0410-6129601
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Address
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Economy Developing Zone Committee, Room
904
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Tieling City, Liaoning
Province
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|||
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Tel:
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0410 -6129601
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Facsimile:
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0410-6129933
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Transferor
(Party B)
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Shenyang Industry University Xingke Middle and
Small Business Service Center
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Place
of Business
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000 Xxxxxxxxxx Xxxx, Xxxxxxxx Economy and
Technology Developing Zone
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Corporate
Representative
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Sun, Guanggui
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Contact
Person:
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Wang, Zongjie
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Contact:
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______________________________________________________________ | ||
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Address:
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000 Xxxxxxxxxx Xxxx, Xxxxxxxx Economy and
Technology Developing Zone
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Tel:
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000-00000000
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Facsimile:
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024-25496768
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Party B shall transfer right to use (right
to use, right to transfer) of its technology secret of A Type of Lead-free Soft
Solder Mixed with Rare Earth and its Preparation Method to Party A, and
Party A shall pay for the right to use accordingly. Upon negotiation and based
on true and adequate freedom of will, in accordance with Contract Law of the
People’s Republic of China, both parties enter this agreement and shall hereby
comply.
Clause
One
The
transferring technology secret by Party B contains:
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1.
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The
content: A Type
of Lead-free Soft Solder Mixed with Rare Earth and its preparation
method.
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2.
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Technical
indicators and parameters: tensile strength of
solder no less than 70Mpa; wetting area no less than 80 mm² (approx
0.3g).
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3.
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Degree
of industrialization and development for this technology secret: considerable patent
promising, substantial economic
benefit.
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Clause
Two
In order
to assure Party A make a best appropriation of this technology secret, Party B
shall deliver the following technical materials:
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1.
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entire patent
documents;
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2.
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.
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Clause
Three
Time,
Place and Manner of Delivery
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1.
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Time
of Delivery
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Within 10 days subsequent to the effectiveness of
contract.
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2.
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Place
of Delivery
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Shenyang.
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3.
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Manner
of Delivery
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In person.
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Clause
Four
Developing and Transferring Status of
Party B’s technology secret prior to this agreement are as below :
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1.
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Developing
Status of Party B’s technology secret (time, place, form and
scale):
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Technology
matured.
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2.
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Transferring
Status of Party B’s technology secret (time, place form and
scale):
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Never
transferred.
Clause
Five
Party A shall make use of this
technology secret pursuant to the following scope, form and term:
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1.
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Scope
of Use
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Global
Manufacture and Sale.
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||
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2.
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Form
of Use
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Manufacture,
Sale.
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3.
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Term
of Use
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till December 31,
2013.
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Clause
Six
Party B
shall guarantee the practicability and reliability of this technology secret,
and shall prevent it away from infringing any third party’s legal right. In any
event that Party A’s use of said technology secret is alleged to have infringed
a third party’s rights, Party B shall explain.
Clause
Seven
During
the contract performance, any disclosure of said technology secret (except for
the Patent Publication) by a third party shall prompt either party to notify the
other within 7
days of such event to release the contract. Any delayed notification which also
results in the damage to the other party shall entitle the other party to claim
for such damage. The specific damage shall be negotiated.
Clause
Eight
The
confidentiality duty to each party is defined as below :
Party
A:
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1.
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Duty
of Confidentiality (including technology information and business
information): at
any time within or beyond the term of contract none of the technology
secret shall be disclosed to any third party other than the parties to
this agreement.
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2.
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Classified
Staff: any
employee of Party A who is in close contact with said technology secret
shall sign and comply with a non-disclosure
agreement.
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3.
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Confidentiality
Period: The term
of Patent.
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4.
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Disclosure
Liability: ¥30,000 liquidated
damage.
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Party
B:
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1.
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Duty
of Confidentiality (including technology information and business
information) : at any time within the
Term of Patent none of technology shall be transferred to any third
party.
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2.
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Classified
Staff: Inventor.
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3.
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Confidentiality
Period: till
December 31, 2013.
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4.
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Disclosure
Liability: ¥20,000 liquidated
damage.
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Clause
Nine
Both
parties hereby agree that any other form of publication of said technology
secret shall be approved by Party A.
Clause
Ten
In order
to effective implement said technology secret, Party B shall provide Party A
with the following technical service and guidance:
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1.
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Content
of Technical Service and Guidance: Implementation of
Patented Technology.
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2.
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Form
of Technical Service and Guidance: Training.
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Clause
Eleven
Party A shall pay for the transfer of
said technology secret to Party B. The form of payment is as below:
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1.
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Total
Amount of Use of Technology Secret CNY 100,000
including: Technical Service and
Guidance Fee.
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2.
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The
Payment for Use of Technology Secret shall be made by Party A by Installment
(lump sum, installment or
commission)
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The form and time of payment are
specified as below:
(1) 15 days after each party
signs this licensing contract, Party A shall make a payment for ¥60,000 (Sixty
Thousand Yuan Even)
(2) The sales commission which rate is
to be determined by the implementation of patent, starting from January of 2013,
shall become due every three month, but in no event shall be later than the end
of each year and is up to ¥100,000.
(3) ¥60,000 is payable in a lump
sum and the rest shall be sales commission payable by
installment
The name,
address and account number of Party B’s account opening bank are :
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Bank
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Address
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Account
No.
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3.
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Both
party hereby affirms that Party B shall have right to review bills
of account in respect of any sales commission from the Party A’s
profit of technology secret
implementation.
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Clause
Twelve
Both
parties hereby affirms that Party B’s transferring technology secret, as well as
providing technical service and guidance to Party A shall be inspected in terms
of following form and standard :
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1.
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indicators and
parameters
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2.
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_____________________ |
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3.
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_____________________ |
Clause
Thirteen
Party A
shall start implementing said technology secret within 30 days subsequent to
the effectiveness of contract, if any delay, shall notify Party B promptly with
a reasonable explanation subject to Party B’s acceptance. Any delay exceeding
365 without an explanation, which is to affect Party B’s interest in the sales
commission, shall entitle Party B for liquidated damage or other
damage.
Clause
Fourteen
Both
parties hereby affirm, during the performance of contract, either party shall
not place a restrain on the other’s technology competition and development
except for:
1. Patent Licensing Agreement
so provided.
2. _________________________________________.
3. _________________________________________.
Clause
Fifteen
Both parties agree:
1. Party
A shall have right to any subsequent adjustment based on the technology secret
transferred from Party B. Any resulting substantial or creative derivative work
shall be jointly owned by both parties. (Party
A, both parties) The distribution of any interest generated therefrom is to be
determined by the following: negotiation by both
parties.
2. Party
B shall have right to any subsequent adjustment based on the technology secret
transferred to Party A. Any resulting substantial or creative derivative work
shall be jointly owned by both parties. (Party
A, both parties) The distribution of any interest generated therefrom is to be
determined by the following: negotiation by both
parties.
Clause
Sixteen
Any
modification to this agreement shall be in written and subject to both parties’
mutual agreement, unless in the following event, either party shall be able to
request a modification to the agreement, which will be deem accepted by the
other if its response is not given within 10 days of such
request :
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1.
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None
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2.
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None
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3.
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None
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4.
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None
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5.
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None
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Clause
Seventeen
Both parties agree to the following
liability occurred from respective breach of contract:
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1.
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If
Party A
breaches Clause
Eleven of this agreement, it shall be liable for liquidated damage for
¥30,000 (computation of liquidated
damage).
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2.
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If
Party B
breaches Clause
Two of this agreement, it shall be liable for
liquidated damage for ¥20,000 (computation of liquidated
damage).
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Clause
Eighteen
Both
parties agree, during the term of contract, Lu, Dianfu is the
project contact person for Party A and Wang, Zongjie is the
appointed project contact person for Party B. Project contact person shall
assume the following responsibility:
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1.
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Communicate and
contact regarding patent
implementation.
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Either party shall promptly notify the
other in writing any change to its project contact person. Otherwise, any
party’s failure to do so which effects the performance or result in any damage
shall be held liable for such consequence.
Clause
Nineteen
Both
parties agree that any event in the following, which results in impossibility or
impracticability of performance, shall release both parties from this
contract:
(1)
Force
majeure;
(2)
_________________________________________________________
Clause
Twenty
Any
dispute arising out of the performance to this contract shall be resolved
through negotiation and mediation, if fails, shall resolved through Approach
2:
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1.
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Submit
to ______________________ Arbitration Commission for
arbitration.
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2.
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Resort
to the People’s Court .
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Clause
Twenty-One
Both
parties hereby agree that any words and technical terms in this agreement and
its appendix shall be defined and explained by the following:
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1.
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None.
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Clause
Twenty-Two
Any
document listed as below, upon both parties’ affirmation, None of them shall
consist part of this agreement:
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1.
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Technical
background information:
____________________________________________;
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2.
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Feasibility
report:
__________________________________________________________;
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3.
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Technical
evaluation report:
__________________________________________________;
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4.
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Technical
standard and specification:
___________________________________________;
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5.
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Original
design and engineering documents:
______________________________________;
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6.
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Other:
____________________________________________________________________;
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Clause
Twenty-Three:
Any other issue pertaining
to this contract agreed by both parties is this contract and the patent
licensing agreement have identical legal effect.
Clause
Twenty-Four
This agreement has 8 identical original
copies, each of them having identical legal effect.
Clause
Twenty-Five
This agreement takes effect after it is
signed and stamped by both parties.
Party
A: Liaoning Creative Bellows
Co., Ltd. (Stamp)
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Corporate Representative/Authorized Agent:
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/s/ Dianfu Lu
(Signature)
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August
15, 2008
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Stamp
in Circle
Party
B: Shenyang Industrial
University Xingke Middle and Small Business Services Center
(Stamp)
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Corporate Representative/Authorized Agent:
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/s/ Guanggui
Sun (Signature)
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2008.8.15
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Stamp
in Circle
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Shenyang
Industry University Xingke Middle and Small Business Service Center Stamp
For Technology Agreement
Only
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